DECHERT PRICE & RHOADS
                              1500 K STREET, N.W.
                          WASHINGTON, D.C. 20005-1208

                           TELEPHONE: (202) 626-3300
                              FAX: (202) 626-3334


                                October 24, 1997

Patricia P. Williams
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D. C. 20549

                  Re:      ProFunds (File No. 333-28339)
                           Request for Withdrawal of Pre-Effective Amendment

Dear Ms. Williams:

     On behalf of  ProFunds  (the  "Fund"),  and  pursuant to Rule 477 under the
Securities Act of 1933, we hereby request that Pre-Effective  Amendment No. 2 to
the Registration  Statement for the Fund be withdrawn.  Pre-Effective  Amendment
No. 2 was filed on October 20, 1997  (Accession No.  0000950152-97-007294),  and
the  amendment as filed on the EDGAR filing  system  contained a signature  page
bearing conformed signatures on behalf of the Cash Management Portfolio (a "hub"
fund in  which a  "spoke"  series  of the Fund  invests)  and its  trustees  and
officers that differs from the signature page as manually  executed on behalf of
the Cash Management Portfolio and its trustees and officers.

     We respectfully request withdrawal of Pre-Effective  Amendment No. 2, as it
was improperly  filed. We submit that this request is consistent with the public
interest and the  protection of investors,  and request that the  Securities and
Exchange Commission consent to the request.

     Thank you for your  consideration  of this matter.  Please call me at (202)
626-3386 if you have any  questions or comments,  or if we may assist you in any
way.

                                   Sincerely,


                                   /s/Keith T. Robinson